


Pain and Pleasure

by MarvelMaster616



Category: Wolverine and the X-Men - All Media Types, X-Men - All Media Types, X-Men Evolution, X-Men: The Animated Series
Genre: F/M
Language: English
Status: Completed
Published: 2016-01-02
Updated: 2016-01-02
Packaged: 2018-05-11 03:52:07
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 10,320
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5612989
Author URL: https://archiveofourown.org/users/MarvelMaster616/pseuds/MarvelMaster616
Summary: <blockquote class="userstuff">
              <p>Takes place in Wolverine and the X-men. Emma Frost has caused Scott so much pain and can't take the guilt. So she tries to make it up to him in her own special way.</p>
            </blockquote>





	Pain and Pleasure

** Pain and Pleasure **

* * *

**AN: This takes place after the episode Excessive Force.**

_‘This means character thoughts or psychic communication’_

**Disclaimer: I don’t own Wolverine X-men and I am making no money off this. They are the property of Stan Lee and Marvel. Please don’t sue.**

**This is a mature fic so if that offends you, don’t read it. That being said, please take the time to review this story. Send me your feedback via email at[marvelmaster616@hotmail.com](mailto:marvelmaster616@hotmail.com) or post a review on the adultfanfiction website. I am not sure if I am going to continue this beyond this chapter. But if I get enough reviews, I’ll consider making a few extra parts. Thank you and enjoy the story. **

* * *

**Xavier Institute – Lower Levels**

It had been two weeks since the debacle with Scott and Sinister. The drama surrounding the affair had finally settled and things were getting back to normal. Scott was back participating with the team and he wasn’t so erratic anymore. He and Logan were still somewhat hostile around one another, but only slightly more than usual. Overall, Scott Summers appeared to be back to his old brooding self. Then again, appearances could be deceiving.

For Emma Frost, telepathy offered powerful insight into what was below the surface. It could pick up on the subtleties the mind hid from the rest of the world, both good and bad. She never made a secret of her ability to wield her psychic talents. She was not like Charles Xavier in that she asked permission to probe someone’s mind. It was part of what made her so untrustworthy to some in the team. But it wasn’t always just to get under peoples’ skin. Sometimes it was a genuine curiosity.

Since the Sinister debacle, Emma Frost gained a new understanding of Scott Summers. At first she thought he was just some thick-headed boy scout who obsessed endlessly on Jean Grey. Upon seeing just how dedicated he was to finding her, he became someone else. The man really did love Jean Grey. He loved her enough to take on Sinister and walk away from the X-men. That wasn’t the kind of love that was easy to ridicule. In addition to the love and dedication was the pain. Losing Jean Grey was genuinely painful for him. Every night he had to sleep in a cold bed without her was a night of hell. She was never far from his thoughts and even a slight reminiscence would bring about heartache the likes of which few could comprehend.

It was a pain Scott hid well. Nobody who wasn’t an advanced telepath ever could have picked up on it. Emma had the fortune (or perhaps the misfortune) of sensing it every time she was around him. It was starting to take a toll. It wasn’t just difficult for him. It was difficult on her too. Unbeknownst to him or the rest of the X-men for that matter, she was responsible for his pain and that of so many others. Because of her mistake, so much had gone wrong. She felt her share of guilt for the destruction she caused, but a great deal of that guilt revolved around Scott Summers.

_‘I can’t take this anymore! Why does Scott have to be so bloody heartbroken? Why does it have to tear at my soul with every passing thought? I know I made a mistake. I know I can fix it too once I find Jean. But I just can’t deal with this in the meantime! It’s affecting me too much! Of all the rotten luck, why do I have to start caring about the man I’ve hurt more than anyone else?’_

 

She kept trying to shut it out. Nothing was working. Her usual cold and stoic demeanor kept faltering. She was going to drive herself crazy at this rate.

The team had just finished some Danger Room training. She hadn’t been part of it, but she watched from the observation deck. Scott was part of a successful run through the obstacle course and while Bobby, Kitty, and Storm were in high spirits, he showed no emotion as usual and made a quick exit. Emma already knew what he was up to. He was going to go up to his room, close the door, and just sit around in the darkness wallowing in silent sorrow until he fell asleep. It was how every night had gone since the Sinister incident and Emma often picked up on the painful thoughts he projected. She couldn’t bear to endure such guilt any longer.

_‘That’s it. No more beating around the bush. Time to do something about this! Scott Summers is a good man in a cruel world and I’m a bad woman in an even crueler world. He doesn’t deserve this. He needs something…something drastic…something only I can and should give him._

* * *

**Later – Cyclops’s Room**

Scott Summers was a broken man. He had been broken before. He lost his parents, his brother, and most of his childhood to tragedy. It was only when a beautiful girl named Jean Grey entered his life and filled the void with her love that he became the man he wanted to be. Then tragedy struck again. She disappeared without a trace, taken from him in the mysterious explosion.

Ever since that day, his life had been full of pain and misery. Losing Jean was like losing the other half of his soul. It tormented him in ways that even the loss of his family couldn’t match. There was nothing he could do to escape it. He tried drinking the problem away. He tried re-connecting with his friends. He tried being an X-man again. Some worked to a certain extent. Others didn’t work at all. This recent clash with Sinister led him to a particular harsh realization. He couldn’t keep obsessing over Jean and be a good X-man. It wasn’t fair to the rest of the team. His only choice was to have faith she would turn up one day and cope with the pain in the meantime.

Coping proved more difficult than he imagined. Every night it was a chore to sleep. Most of the time, he would pace restlessly in his room and try keep his thoughts from drifting endlessly. On nights like this when he was still sore from the Danger Room, he sat down on a chair across from the window where he could gaze out into the night. If he was lucky he would fall asleep and have only limited nightmares of everything he lost.

Tonight didn’t look to be too promising as he gazed out into the cloudy distance. He was still in his X-men uniform, having only removed his hood and replaced his visor with his ruby quartz glasses. There really wasn’t much to admire. The dreary settings seemed to reflect his dreary demeanor. It was annoyingly fitting, summing up perfectly how hard his life had become.

_‘I’m a mess…a joke…a shadow of my former self. How could I let it get this bad? I can’t relate to my teammates anymore. I lost my role as leader. Hell, I can’t even stay sane enough to understand how blaringly stupid it is to take on Sinister by myself! Why does it have to keep hurting like this? Why can’t I pull it together?’_

Hunched over his chair, the former X-leader buried his face in his hands. So many questions filled his wary mind and they all had the same answer.

_‘God I miss you, Jean. If you knew how much pain I was in right now…you would probably think I was pathetic. I can’t help that I love you so much. I can’t help that you not being here hurts more than anything I’ve ever had to endure. I know you’re out there. I wish you could hear me on some level. I just…can’t take this anymore. It hurts too much.’_

Scott took a deep breath and sighed. Leaning back on his chair, he closed his eyes and tried to numb it all away. It seemed there was nothing he could do to escape this pain. So long as Jean was missing, he was doomed to this endless cycle of pain.

He seemed to be in for another long night of suffering. Then he heard a light knock on his door and he let out a slight groan.

“What is it?” said Scott flatly.

“It’s me, Scott,” said the voice of Emma Frost, “Can I come in? I really need to speak to you.”

“Sure whatever,” was all he said in response.

His bedroom door opened and Emma entered to see just as she expected. Scott was sitting alone in the dark, staring out the window and looking miserable in the process. This was going to be one hell of a challenge. Usually, Emma Frost was always up for a challenge, but she never took on something like this. Her heart actually started racing a bit as she closed the door and made her way towards the distraught man.

He barely acknowledged her presence at first. She walked up beside the chair he was sitting in and cast him a sympathetic gaze. He didn’t seem to respond. He didn’t even seem inclined to ask her about why she was here. The burden of breaking the awkward silence was on her. She was going to have to be the one to initiate this most extreme of measures.

“I was going to ask how you’re holding up, but I can get my answer without even using my telepathy,” she said to him.

“If you’ve come to belittle me, could you make it quick? I’m really not in the mood to drag it out,” said Scott, still gazing out the window.

“I didn’t come to look down on you, Scott. I hope you’ve figured out by now I’m not that kind of person.”

“With an attitude like yours, that’s not easy to piece together.”

“I can be a mean bitch at times. I get it,” she said bitterly, “But I hope I’ve done at least a the bare minimum to show you I care. Or have you forgotten how I helped you find Sinister and frustrated Logan in the process?”

Scott shifted his gaze and looked to Emma, who had an uncanny sincerity in her eyes that she so rarely showed. She was right to point out she deserved a little credence. She did go out of her way to help him even when she probably shouldn’t have. She did it despite Logan’s vehement disapproval, which earned her bonus points in his book.

“I’m sorry,” he said in a low tone, “I don’t mean to be so cold.”

“That’s alright. I don’t take it personally,” she said with a friendly smile, “Take it from someone who’s had a long reputation for being cold. You’re a lightweight.”

“Thanks…I guess,” said Scott.

“And in your case, I say you have a right to be a bit of a jerk. After seeing what happened with Sinister, I better understand what you’re going through.”

“What’s there to understand? I’m a mess and a head case. Losing the love of your life will do that,” sighed the former X-leader.

“I don’t doubt that. And to be perfectly honest, I thought that was just an excuse when I first joined the team. When I heard what happened to Charles and Jean, I thought this downward spiral of yours was a result of weakness…that somehow you were ill-equipped to be the man everybody says you were.”

“I’m flattered,” he said dryly.

“Don’t be. Because I was wrong,” said Emma in a more serious tone, “I know now you’re anything but weak. It takes a man of considerable strength and courage to go after a man like Sinister. You may call it foolish, but I’ve also come to understand why you were willing to go so far.”

Emma paused for a moment and placed a hand on Scott’s shoulder as she gazed at him with as much compassion as a women like her could muster.

“You’re in pain,” she said, “You really do love Jean Grey in a way nobody can understand. Her not being here has been hard. Having to choose between pursuing her and staying with the X-men has been sheer torture. I know because I’ve been picking up on your thoughts. You’ve been projecting quite loudly.”

“Sorry about that,” said Scott sheepishly, “My shields must be a little off.”

“No need to apologize, darling. If anything, I should be the one apologizing. I thought less of you when you’re probably more deserving of respect than any man I’ve met. You deal with this pain on a daily basis yet you still hold it together enough to be an X-man. That more than anything puts you in a league of your own, Scott Summers. It also makes you least deserving of this pain you endure.”

Her words were honest and heartfelt, which resonated strongly with Scott. He didn’t know Emma Frost very well, but he was beginning to see she had a bigger heart than she let on. The snide persona she often put on barely scratched the surface of who she really was. She was still a mystery in many ways. He found himself increasingly curious as she walked around his chair so that she was standing right in front of him.

“You’re a good man, Scott. And good man shouldn’t have to suffer like this,” she said in a strong yet sincere tone, “That’s why I want to help you.”

“I appreciate the sentiment, Emma. Really, I do,” said the former X-leader, “But other than finding Jean, there’s nothing you can do to make this pain go away.”

“I know that. And I’m not saying I can make it go away,” said Emma, her tone shifting somewhat, “However, there are other things I can do to soothe your pain so that it’s easier to cope.”

“Like what?” Scott asked curiously.

Emma looked away for a moment and took a deep breath. This was where the extreme measures began. She thought long and hard about how she was going to do this. There was a chance this could completely blow up in her face. But for a man suffering as much as Scott Summers, it was a chance worth taking.

Without saying another word, Emma Frost began taking off her clothes. Scott Summers froze in a state of sheer confusion as she casually removed her white business jacket and dropped it off to her side. Then with a hint of seduction, she reached behind her back and unzipped her white corset which always did such a good job of containing her ample breasts. She never took her eyes off Scott as she slipped it off and let it fall to the floor. Now topless and completely naked from the waist up she gave Scott a moment to take in the sight.

He was completely speechless. His mouth hung halfway open in a state of shock as his eyes drifted over her upper body, paying extra attention to her perfectly shaped breasts. They had to have been surgically enhanced. The story behind this simply did not enter Scott’s mind. She smiled somewhat at the way he stared at her breasts. To her, it was a sign that he liked what he saw and it was hard to argue the point. The only thing that stopped him from staring any further was Emma’s next move.

While keeping her breasts in plain view, she slowly slipped her hands down to her skin tight white pants and undid them. She then slowly wiggled her hips as she slid them down her sexy thighs. Once on the floor she stepped out of her pants along with her heels. Now she was wearing nothing but a revealing white thong. It was a sight any man would have surrendered a limb to see and Emma made sure he could admire every inch of her womanly flesh.

For what seemed like an eternity she just stood there, allowing Scott’s eyes to drift up and down her body. He was already breathing a little harder and she could sense some conflicting thoughts from his mind, some of which included arousal. Before it got too awkward, she reached out and took him by the hands. With gentle urging, she pulled him out of the chair so he was standing upright with her. She felt him literally trembling in her grip. His legs were just as frail, overwhelmed with a mix of confusion and wonder.

“Emma…” he finally managed to get out.

“I…don’t have much to offer, Scott,” she said in a distant yet serious tone, “I’ve never been good at compassion or empathy or comfort. But there is one thing I am good at. I’m _very_ skilled in the art of sex.”

“I um…I’ll take your word for it,” said Scott awkwardly, who tried to turn away.

But Emma wouldn’t let him divert his gaze. She gently grasped his face and turned him back towards her, making sure his eyes stayed on her body.

“Don’t bother being respectful or polite. I want you to look at my body. I want you to touch me. Here…don’t be afraid.”

To Scott’s further bewilderment, Emma took both his hands and placed them right on her breasts. He held back a surprised gasp when he felt her fleshy orbs in his hands. They felt so nice and full. He instinctively gave them a slight squeeze, his body reacting with little input from his brain. Lust was creeping into his mind where it had been dormant ever since Jean disappeared. It was a lust that left him dazed and conflicted.

Sensing his conflict, Emma kept pressing his hands against her breasts. His touch felt so nice and she could tell a part him was enjoying it. Using this as a guide, she led him further into her sensual grasp.

“Let me stay with you tonight,” she said in a deep tone, “We’ll take off our clothes, get in bed, and have the best sex our bodies can offer. I promise I’ll make it feel good. I can soothe your pain with pure, unabated pleasure.”

It was an offer too enticing for words. Any ordinary heterosexual man would not have thought twice about it. But Scott Summers wasn’t ordinary. Despite still having his hands on Emma’s breasts, he hesitated.

“I don’t know, Emma,” he said, “I think…”

“If you’re worried about Jean, it’s not cheating. She’s gone at the moment and you’re in pain right now,” she said to him, “I’m not asking you to make love to me the way you did with her. I’m just offering you sex…meaningless, loveless, enjoyable sex.”

“It’s a…tempting offer. _Very_ tempting,” said Scott, “I don’t know if I can.”

“Whether you can or not, this is something you need,” said Emma, moving in a bit closer to him, “You’re a good man, Scott Summers. You don’t deserve to suffer this kind of pain. Please…I can help you. But only if you let me.”

Scott didn’t say a word. He was still conflicted. That was quite a feat considering the opportunity that stood before him. Emma Frost, who by any measure was a beautiful woman, was offering to have sex with him. For any rationally minded man to give that more than a second of thought was outrageous by any objective measure. Yet here he was, frozen in the moment. He didn’t want to feel this pain and the promise of a night of pleasure was very appealing. Yet still, he was uncertain.

Emma let him rub her breasts a bit harder, which helped to ease some of that uncertainty. It was amazing that he was hesitating like this. Yet she sensed in his mind just how much he needed this. She needed it too. Using her telepathy, she projected soothing thoughts into his mind that helped him relax. Scott was a bit unnerved at first, but he soon opened his guarded mind to her. From there she probed deeper, further soothing his wounded spirit. She heard him let out a few content sighs. It was a sign that he was letting her in.

“That’s it, Scott. Try and let go of your pain for just one night,” she urged him.

“Emma…if we do this,” he began.

“Shh…you don’t have to explain,” she said, placing a finger over his lips, “You don’t even have to worry about hurting me or sending the wrong message. I’m a telepath. I understand. So long as you understand as well, we’ve nothing to worry about.”

Before any doubt could creep into his mind, Emma leaned in closer and captured Scott’s lips in a deep sensual kiss. It silenced his voice and his thoughts. The sweet taste of her lips and her erotic gestures sealed the X-leaders decision. He couldn’t stand enduring such heartache any longer. He needed to do something to ease this pain, even if it was unorthodox on a ridiculous level. So long as Emma understood the feelings between him and Jean, then it was worth trying.

“Mmm…I take it we’ve nothing further to discuss?” she said as their lips parted.

“No…we don’t,” said Scott flatly.

“In that case, allow me to demonstrate my sexual talents,” said Emma in a seductive tone, “Go on…take them off.”

“Um…okay.”

Scott did as she asked and started removing his uniform. Removing his hands from Emma’s breasts, he undid the zipper on the upper part and slid it off over his head. The attractive blonde’s seductive smile grew wider as she reached out to touch his newly exposed upper body. All the years of training left him remarkably well-built. He was a fine male specimen and she made sure he knew it.

While she playfully groped his upper body, Scott undid his pants and roughly slid them off along with his underwear. Now he was completely naked and already short of breath. The sensual touch of Emma Frost’s hands on his body was already getting him aroused. It showed in his growing erection. He was still a bit frozen in place though, at a loss for what to do in front of this half-naked woman. His expression remained distant as he just stood there at first, letting her touch him and feeling her body press up against his. At one point she grabbed onto his hands again and directed them onto her body. This time, she guided them to her hips.

“Here…I’ll let you do the honors,” she said coyly.

Moving him along, she had him grip the sides of her thong and slide them down her legs. Along the way she let him savor the touch of her naked flesh. He clearly enjoyed it even if it didn’t show in his expression. His thoughts were racing and they were full of lust. It was just the kind of mindset Emma needed him to be in.

Upon kicking off her underwear, Emma backed up a little so Scott could take in the sight of her fully nude body. She watched his eyes drive down from her breasts to her exposed vagina. It looked like she was getting aroused as well. The folds of her womanhood were starting to moisten and her clit was already swollen just under a patch of dark pubic hair. This time Scott’s hands didn’t need guiding. He lustfully traced up along her womanly curves, passing over her pussy and back up towards her breasts. Emma kept using her telepathy to heighten the mood, subtly urging him to rub her breasts with one hand while caressing her vagina with the other.

“Go ahead, Scott,” she told him, “Touch me down here.”

Scott was already breathing hard, feeling her fleshy orbs while rubbing the moist folds of her womanhood. Emma encouraged him to be thorough. She didn’t want him to be gentle or tender. This was basic, raw sexuality. With these urgings, Scott soon fell into a state of strong lust. He was looking very relaxed if not intoxicated.

_‘His touch…it feels good. Too bad I can’t take much time to enjoy it. His mind is full of lust, yet his body needs to do a little catching up.’_

Emma summoned forth all her seductive talents, putting on a sexy face and pulling him back into a warm embrace. His hands continued exploring her body while she explored his, using her talented lips to trail over his face, neck, and chest in a very erotic manner. While she did this, Emma put both hands to work on Scott’s manhood. Taking a firm grip each, she gently yet fervently stroked him with techniques refined from years of working the Hellfire Club. This evoked a new round of moans from him, driving him deeper into a state of lust. Before long, his penis was fully erect and ready for the next step.

“Time to take this to the bed, darling,” said Emma with an erotic purr, “Rather than waste time with needless foreplay, let’s get right to the sex.”

“Yes…let’s,” said Scott in a daze.

Maintaining her seductive demeanor, Emma wrapped herself around Scott’s arm and led him over to his bed. His legs seemed a little flimsy. His mind was still lost in a daze of lust. But Emma kept a strong grip on him, allowing him to stay upright. When they reached the bed she pulled back the covers and pulled him back into an embrace.

“Lie down on your back,” she instructed, “Just relax and let me work my magic.”

Scott only nodded this time and listened to the beautiful woman before him. With Emma sensually teasing him every step of the way, he slipped onto the bed and lay flat on his back. The naked blonde followed close behind, slithering her way on top of him in a manner that was laced with raw sensuality.

Scott continued to admire her naked form as she positioned herself on top of him. It was almost like she was dancing for him as she straddled his pelvis, gripping his erect shaft with one hand while holding onto his waist with the other. Emma flashed more lustful gazes as she rose up a bit and allowed the tip of his penis to rub against the wet entrance to her vagina.

“So much pain,” she said as she reached forth and caressed his manly face, “Well not for tonight. Keep your mind and body open to me and I’ll fill you with most wondrous of pleasures. You don’t have to worry about protection either. I’m already on birth control. This is going to be clean, unhindered bliss. I promise.”

“I trust you, Emma,” said Scott distantly as he gazed up at her.

Emma offered a mixed smile. She had this man’s trust even though she was probably the last person in the world that deserved it. Now was not the time to dwell on it though. If anything, it gave her even more reasons to go the extra distance. Summoning forth the focus and determination that made her so strong, Emma began having sex with Scott Summers.

While gripping the base of his manhood, Emma carefully lowered herself onto his ridged length. She watched as his face contorted to the warm sensations as the hot folds of her vagina surround his dick. Emma was very thorough, allowing him time to savor every inch of her womanly depths. She let out a few moans of her own, enjoying the smooth penetration into her pussy. His dick was a pretty decent length, filling her in just the right ways. It had been a while since she had sex and an even longer while since she had a decent man to do it with. But she didn’t allow herself to enjoy it too much. This wasn’t about her pleasure. It was all for Scott.

After letting him savor her pussy for a brief moment, she began sensually moving her hips. As she did this, Emma took Scott’s hands in hers and pinned them to his side. This way she was leaning over him, giving him the perfect view of her naked body as she rode him.

“Yeah…you like that, don’t you?” purred Emma seductively, “My hot pussy going up and down your dick…does it feel as good as I promised?”

“Mmm…” was all Scott could get out.

“I’ll take that as a yes.”

Encouraged by his reaction, Emma heightened the pace of her motions. She quickly established a fervent sexual rhythm, keeping a firm grip on his hands while she thoroughly worked her hips against his pelvis. She demonstrated her limber skills, bouncing her hips up and down in an energetically erotic manner. The sounds of wet flesh filled the bedroom along with their moans. Emma’s tight pussy skillfully slithered up and down Scott’s erect cock, sending waves of pleasure through both their naked bodies.

Soon Scott was moaning and grunting through each powerful movement. Emma moaned as well, but kept her focus on making this feel good for him. She switched up her tactics a few times, ceasing her bouncing motions and opting to work her hips back and forth along his pelvis so that his dick could really get in deep. She alternated between these tactics while keeping with the same vigorous rhythm every step of the way.

In addition to the motions of her body, she added extra shots of bliss with her telepathy. In between the gyrations of her hips, she sent psionic waves into his mind that added to the pleasure. It was another trick she picked up in the Hellfire Club and it got Scott to moan even louder. She sensed he really liked this. She also sensed he had felt this before. She figured Jean must have done this with him when they made love. With that in mind Emma took it upon herself to go the extra distance.

“Uh-uh-oh-oh-ohhhhhhhhhh!” moaned Scott through labored grunts.

“Oh-oh-ohhhh that’s it, Scott! Embrace the pleasure!” said Emma as she moved her hips with greater fervor, “Let me make you feel great!”

Their heated humping continued for another thirty minutes or so. Emma’s focus never waivered, holding strong to her role as a reliever of pain and a provider of pleasure. It was like she was putting on a show for this man, skillfully working her body in rhythm of erotic motions. She gracefully worked her hips back and forth, up and down, and in all sorts of thorough ways to really give his dick a good ride. She also sensually slithered over his upper body, trailing her lips down his face, neck, and shoulders. She also let her breasts dangle over his face so he could bury his face in them, playfully teasing and tantalizing him with every inch of her erotic talents.

It was all building to a powerful orgasm. Scott already had some pretty good stamina, which wasn’t surprising for a guy in such great shape. But Emma added to it by tweaking his mind a bit, making sure he didn’t cum until the moment was right. This way the pleasure would be maximized. It was a technique she reserved for very few men and Scott Summers was more than deserving. Emma kept her focus on making sure he was ready for this pleasure, but there was an unexpected obstacle along the way.

She was close to cumming as well. Under normal circumstances, this was a good thing. Emma had one too many sexual encounters with her never reaching her orgasm. This was different. This was supposed to be about Scott and easing his pain. She was the evil bitch who hurt him in so many ways with what happened to Xavier and Jean. She didn’t deserve to feel such pleasure with Scott. She even promised herself beforehand that she wouldn’t enjoy herself too much. But her body was betraying her.

_‘No…I’m close to cumming! I can’t…I shouldn’t! It feels too good! I don’t deserve it! I can’t let myself!’_

 

Emma’s face contorted roughly as she fought off the urge to climax. It was not an urge she was used to fighting, but she managed to deny herself what her body so badly wanted. It was an unfamiliar feeling. It was a lot harder than she expected, but she didn’t let up. All her focus was on Scott now, who seemed ready for his release.

With the feeling drawing near, Emma adjusted their position a bit. She leaned back somewhat so that she was in a more upright position while she bounced up and down Scott’s hardened dick. As she did this, she guided his hands up to her bouncing breasts where he instinctively grasped them. This prompted Scott to take more initiative, adjusting his legs a bit so that both feet were planted firmly on the bed. With this new leverage, he began supplementing Emma’s motions with upward thrusts of his own. The pace quickened as Scott’s dick rammed into Emma’s pussy, slithering and sliding in and out of her tight folds. Scott’s face was already dripping with sweat as he seethed with lust, the growing sensations sending him to the brink.

“Uh-uh-uh-ungh-Emma-uh-I’m almost-uh-I’m going to-ohhh God!” grunted Scott through the vigorous pace.

“Yes-uh-oh-ohhhh I can feel it too!” moaned Emma, “Go ahead-ohh-Let it all out, Scott! Uh-uh-ohhh fill me up! Embrace the pleasure!”

Scott heeded her desperate urgings and surrendered to this most basic of feelings. While grasping her breasts firmly, he thoroughly worked his hips in an upward motion. Emma helped drive him over the edge by grasping his sides and slamming her pelvis back down onto his, driving his dick into the deepest recesses of her vagina. After a few more thrusts, the pace finally slowed and the feeling washed over him.

“Ohhhhhhhhhhhhhhhhhhhh!” he blissfully moaned.

In a powerful release, Scott climaxed hard into Emma Frost’s womanly depths. His ridged penis tensed as he ejaculated into her vagina, filling her with streams of his manly fluids. Waves of powerful pleasure accompanied this release. Scott’s body curled up from his lying position slightly, his face contorting to each sensation.

As the orgasm overtook him, Emma smiled warmly at his content expression. She made sure this feeling lasted as long as possible, using her telepathy to supercharge the waves of euphoria that surged through his body. It was another sexual trick that only a skilled telepath could manage. It turned a regular orgasm into a truly special experience. He must have bathed in this feeling for a full thirty seconds. When it finally passed, his body went limp and he fell back onto the bed. Still smiling, Emma rose up off his softening member and rolled to his side where she curled up against him.

“Mmm…enjoying yourself, darling?” she purred.

“Oh God,” said Scott, still panting heavily, “Emma that was so…”

His words trailed off. He was truly at a loss. Emma only laughed and smiled.

“I know,” said the attractive blond, “You don’t need to find the words. I can make them out from your thoughts.”

Scott managed a light smile in return. It was the first smile he had shown in quite a while. To Emma, that meant her efforts were a success. His broken heart and wounded spirit were still there, but at least for the moment it was eased by raw pleasure.

For the next few minutes they just laid on the bed in silence. Scott needed some extra time to catch his breath and Emma was content to smile and watch as he took in this feeling. At the same time she reflected a bit on what she had just done. She had sex with a man who she had hurt in so many ways and was still hurting because of the secrets she was keeping. Seeing him look so content helped ease some of her lingering guilt, but at the same time it left her conflicted.

The Inner Circle warned her not to get too close to anybody while she was in the X-men, but that was next to impossible at this point. She had already grown close to much of the team. Scott in particular drew her in and now she was past the point of no return. Emma took a dangerous risk by doing this and already she was feeling the consequences. She enjoyed herself more than she should have. Even though she didn’t climax, the mere act of having sex with Scott Summers felt special. She had slept with her share of men over the years, but it was never like this. Maybe it was just because she was doing it for a reason other than selfish pleasure for once. This was just her way of helping him deal with his pain. However, there were far more daunting possibilities for this feeling and none of them sat well.

_‘So this is what it feels like to have sex with Scott Summers…not bad. Jean’s a lucky woman. I shouldn’t be feeling this good. Not after what I’ve done. As if I don’t carry enough guilt as it is! I need to make this right for him. I can’t allow myself to feel anything more than what my body allows. I owe Scott that much…and Jean as well I guess.’_

Once Scott had caught his breath, he sighed and looked over towards Emma in a daze. She maintained her sexy smile despite the conflict raging within. Keeping with her role as a giver of pleasure, she tenderly traced her hands over his chest and face in a massage-like manner.

“Feeling better now?” she said playfully.

“Yes…much better,” he replied distantly, “Thank you, Emma. You were right. I needed this.”

“Glad I could help. So long as I’m contributing to the X-men, I might as well put _all_ my skills to good use.”

“You use them well. I…really don’t know what else to say.”

“How about…are you ready for round two?”

Scott looked at Emma strangely. He was still recovering from his last peak and already she was talking about another round? It wasn’t like he was incapable. When he and Jean were together he usually managed more than one climax per coupling. But that was over a year ago and he was still in a shaky state of mind.

“Um…I think that might be pushing it, Emma,” he said warily, “I’d rather not go overboard here.”

“Oh we’re a long ways from going overboard,” she assured him, “Like I said before. It’s just sex. I understand. That hasn’t changed. But you’re still in pain and I have a lot more _comfort_ to give.”

“I appreciate the sentiment, but I don’t think I have the _stamina_ on a night like this.”

“Oh don’t you worry about that,” said Emma, her hand drifting down to his softening member, “I have a simple rule when it comes to coital couplings…if it’s worth going the extra distance for, it’s worth pushing the envelope. Lucky for you, I know a few special _tricks_ that turn afterglow into the proverbial second wind.”

Scott wasn’t inclined to ask questions what that entailed. The only logical response at this point was to lay back, take her word for it, and let Emma back her words up with actions. Since he was in no state to do anything else, he let her go to work. If she was willing to give him more _help_ so to speak then so be it.

Putting on another seductive grin, Emma Frost crawled back on top of Scott’s naked body and put on the second act of her little show. She slithered and swayed her body in a playful manner, trailing her hands over his chest and tracing her lips down his face and neck. It was a tantalizing display meant to get him back into the mood. He was still reeling from his earlier orgasm, but his mind was still full of lust and she could tell he needed more. It was just a matter of getting him to _rise_ to the occasion again.

_‘Open your mind to me. I’ll need to use a little telepathic trickery to get this healing session of ours going again. I’ll also need you to sit up a bit and relax. I think you’ll enjoy this. At least one part of your body sure will.’_

Scott drifted back into a daze as he watched Emma trail her lips and tongue down his chest and abdomen. With tantalizing allure, she traced her way down to his half-hardened manhood. She went slowly as to highlight every inch, building up a sense of anticipation that helped re-kindle his arousal. By the time she grasped his member with her hands again, he was already feeling it. He also felt her in his mind again, further drawing him back into an aroused state.

Soon Emma was in position, hunched over on her hands and knees at the foot of the bed with Scott’s reddened penis facing her. Clutching the base with one hand and stroking the tip with the other, she gazed up at Scott as she gave the underside of his shaft a full lick. It evoked a new round of moans from him. He rose up slightly so that he was leaning back in his arms, watching her as she went to work on him with her expertise in the art of oral sex.

There was no holding back. Emma Frost attacked his member with the sexual ferocity that only a gilt-ridden woman in her position could muster. She started off by hungrily licking around the tip while thoroughly stroking his shaft. Then she took the plunge, devour his member whole and deep-throating him in a way that would have impressed any sexually charged man. From here she eagerly bobbed her head up and down, her lips and tongue trailing along the length of his penis. While she did this she fondled his balls and shot waves of psychic signals into his mind, which helped re-trigger his arousal. Within about a few minutes his penis was stiffening up again. A few minutes after that he was fully erect again if not harder than before.

“Ohhh…that feels so good, Emma!” moaned Scott.

“And to think…I’m just getting warmed up,” she teased.

Flashing him a sultry grin, Emma stroked him harder and sucked him off with more vigor. She squeezed and rubbed his cock in every way she knew how, using her tongue and lips to their full potential. She had never gone this far before for a man. She never came across any that seemed deserving and she never cared about pleasing someone so much before. Listening to his powerful moans, it was rewarding in it’s own right. She was even getting a little aroused herself, feeding off the blissful projections from Scott’s mind.

Scott threw his head back and nearly felt his arms collapse on him as he soaked up the pleasure from Emma’s erotic acts. Between the thorough teasing on his dick and the psychic waves surging through his mind, he was drifting deeper into a basic state of pure lust. It was an unfamiliar feeling because when he was with Jean there were so many deeper emotions involved. This was so basic and raw. It was different, but it definitely went a long ways towards easing his pain.

After a few more minutes of licking and sucking, Emma rose up from her current position so that she was upright again. She kept a hand on his penis, stroking it firmly to keep it nice and hard. She then drew Scott up from as well so he was in a sitting position with her. For a moment she just gazed at him with a sultry look, reaching out and caressing his manly face. He looked so engrossed in arousal. Between her teasing and her psychic urgings, he was brimming with a volcano of sexual energy. It was only fitting that she be the one to let him unleash it upon.

“I’ve prepared your mind and body for a fresh round of ecstasy,” she explained, “I can use my telepathy to keep you going as long as you need to. This time, I’m going to lay back and let you do what you need to do. My body is completely yours for the rest of the night. Feel free to do whatever you need to do. Don’t worry about being too rough or anything. I want you to unleash all your pent up frustrations on me.”

“That…may be a lot to offer, Emma,” said Scott, already breathing hard.

“It’s okay. I can take it,” she assured him, “You trusted me to give you this pleasure. Now I’m trusting you to finish the job.”

Scott swallowed the rest of his reservations and nodded, taking Emma on her word and letting surrendering completely to his burning lust. As someone who spent much of his life striving for control, it was a radical shift. But for the pain he suffered and the wounded spirit he had been carrying since Jean and Xavier disappeared, radical measures seemed were the only viable option.

Sensing that he was completely giving in, Emma sensually slithered around him and positioned herself so that she was now lying flat on her back with both legs spread nice and wide. As she lay down Scott followed her, getting right on top of her so that he was hovering over her naked body. He grasped both thighs with his hands and held them apart while he guided his erect penis back towards her wet entrance. He didn’t tease or tantalize like Emma had done on the first round. As soon as Scott was in position, he roughly thrust his dick back into her vagina and began having sex with Emma in a heated outburst of lust.

“Ohhhhh Scott!” moaned Emma as she felt his manhood fill her depths, “That’s it…let it all out!”

There were no further words from Scott. There was only a steady stream of heated grunts as he fervently worked his hips in a heated sexual rhythm. With each motion he pumped his cock in and out of Emma’s pussy, his pelvis smacking roughly against hers each time. His feet and knees drove into the bed, adding extra force to each motion as he clutched Emma’s thighs for leverage. In between thrusts he leaned over and buried his face in Emma’s body, hungrily trailing his lips over her face and breasts. She moaned in approval every step of the way, just lying back and letting him unload on her.

Soon the bed was rocking hard to the heated sexual rhythm. Emma continued demonstrating her talents, adjusting and shifting her body accordingly to allow Scott maximum control over the sex. She shifted her legs and thighs, spreading them wider at times and tensing them at others to help add some extra tightness around his dick. She also arched her back and fondled her breasts, putting on an erotic display for Scott that further drove him into a world of lust. She threw in a few gestures along the way, raking her hands over his chest and shoulders and using her telepathy to augment the sensations. It got him going in a way she had never seen before. Plenty of pleasure followed and Scott was clearly enjoying himself.

“Uh-uh-uh-augh-ah-ah-ah-ahhhhhhhhh!” he grunted in between his powerful thrusts.

_‘Wow…he’s so strong! He needed this more than I thought. His mind…so much pain and lust. Even in all this chaos he’s still a good lover. Can’t let myself enjoy it too much. I have to stay focused. This is all for Scott. This is his pleasure…not mine.’_

While Emma was doing her part, Scott eventually settled into a steady peace of hard humping. Their bodily motions were now driven by pure lust, their minds immersed in the most basic of states. Emma let Scott set the tone and choose the positions. Through their sexual daze they indulged in many that tested the limits of their bodies.

Scott stayed on top for a while, eagerly pounding into Emma while holding onto her legs. Along the way he traced his grip up her thighs and towards her ankles, throwing in a few gestures with his lips along the way. For a while he just held her legs apart as wide as he could, allowing him to thrust deep into her pussy. Emma showed off her flexibility, arching her body and allowing him to pull her up a bit so he could work his hips even harder. When he felt the need to slow down, he pushed her legs back together so she made a nice L-shape with her body and from here he kept driving his penis into her tight folds while her legs remained arched over his shoulder. He continued with this only briefly, eventually shifting her body completely so that Emma was lying on her side. He soon found himself looming over her again, laterally working his body against hers.

Scott was really getting into it. His body dripped with sweat and so did Emma’s. His blissful moans intensified as their heated romp continued. Now having a good feel for Emma’s flexibility, he adjusted her legs again. This time he lifted one so it was arched over his shoulder while the other was underneath him. This allowed Scott to thrust into Emma at an angle. She let out some louder moans here as she felt him become more thorough, really hitting the deep pleasure points of her womanhood. She grasped his bed sheets and shifted her body, making sure Scott always had the best angle to enter her.

More positions followed and they came at a greater pace this time. From here they rolled around the bed into more positions. At one point Emma rose up and Scott pulled her into a sitting position so they could hump while both sitting upright. This allowed Emma to put her lips to better use, trailing over his face and shoulders with more erotic gestures. From here Scott showed off some his strength, lifting Emma up completely off the bed and holding her by her butt as he bounced her up and down his dick. Holding onto his shoulders firmly, the best Emma could do was enjoy the ride. When his strength gave out he fell on his back again with Emma’s legs still wrapped firmly around him. Yet he didn’t miss a beat. With her on top he rhythmically thrust upwards, bouncing Emma up and down his ridged cock and fondling her breasts in the process. Once Scott’s muscles had recovered, he pulled her back on top of him and rolled her over where he kept on humping her missionary style. Only this time, Emma kept her legs securely locked around his back. His full body weight was pressed against her and he didn’t let up, indulging hungrily in a daze of lust.

It was at this point, however, that something unexpected happened. Emma did everything she planned to do, holding back and letting Scott fuck her in every way he needed to. She was not focused on her own pleasure at all. She even tried to shut it out at times, which was not easy to do with sex. Yet forces beyond her control seemed to be at work because as Scott rhythmically humped her, the pleasure was becoming too great to ignore.

_‘No…not again! How is this possible?! How can it feel this good?! I’m not even trying and I’m still close to cumming! It shouldn’t be like this! I don’t deserve it! I must…hold back!’_

This desire to deny herself sexual bliss was getting harder with each passionate hump. It seemed so outrageous that it would feel this good. She had slept with any number of men with whom she tried to enjoy herself, but couldn’t. Emma had high standards when it came to lovers and only a handful could make her body erupt in the orgasmic frenzy she knew she was capable of. That was a pleasure she shouldn’t be feeling around this man. It seemed her body, time, and fate itself were working against her.

By now she and Scott had been having sex for about an hour. She sensed he was nearing his peak. She had been using her telepathy to help him control and build up his orgasm to maximize the pleasure. Now there was even greater urgency. Scott had to cum soon or else she would as well. She couldn’t allow that to happen. Scott had to be the one to feel this pleasure, not her.

For the final push to his climax, Scott shifted positions with Emma one last time. He had risen up and flipped her over so that she was now on her hands and knees. From here, Scott roughly clutched her hips while pounding into her from behind. He stood propped up on his knees as he worked his hips back and forth, slamming his cock in and out of Emma’s pussy with his pelvis smacking against her butt with each motion. Sweat dripped off his face as he stepped up the pace, thrusting harder and faster as his climax drew near. The sensations had been building up for a while thanks to Emma and they were set to erupt.

“UH-UH-UH-OH-OH-OH GOD-OH-OH-OHHHHHHH I’M CLOSE!” Scott exclaimed, “ALMOST-UH-THERE-UH-OHHHHHHHHH!”

“OH-OH-OHHHH GO AHEAD, SCOTT! GIVE IT TO ME! LET IT ALL OUT!” urged Emma.

As his face seethed with lustful bliss, he leaned over slightly and transferred his hands to Emma’s breasts as he worked his way towards his looming peak. His lustful grunts turned into all out moans. Emma was feeling it too. Her body was betraying her. She was so close to cumming. She tried focusing more of her telepathy on Scott, trying to enhance his pleasure so it would send him over the edge. That wasn’t enough though. Despite her best efforts and the long list of reasons why she shouldn’t, Emma Frost climaxed.

“OHHHHHHHHHHHHH!” she cried out.

It was impossible to block out. Her body was past the point of no return. Emma closed her eyes tightly and clenched the sheets, hating herself even more as the inner muscles of her vagina throbbed in a blissful sexual release. While the waves of pleasure were surging through her body, Scott kept pounding into her. Ironically, the extra tightness of her pussy was what sent him over the edge.

“OHHHHHHHHHHHHH I’M CUMMING!” Scott cried out.

For him, the release was far more intense. He finally slowed in his rhythmic humping, delivering just a few more forceful thrusts. When he crossed that threshold, he squeezed Emma’s breasts firmly and thrust his dick into her as far as he could. As the sensations overwhelmed him, he shot another thick load of cum into her womanly depths. This time was even bigger than before, causing his whole body tense as the throbbing feeling surged through him. It lasted nearly ten full seconds, but to Scott it felt much longer. It could have been because of Emma’s telepathy or the simple fact he hadn’t had sex in a while. Whatever the case, it left him dazed and utterly spent.

When the feeling finally passed, Scott carefully withdrew his penis from Emma’s throbbing vagina and collapsed nest to her. Still breathing hard and moaning softly, he laid back and let his body go limp. Emma needed a moment to catch her breath as well. She fell flat on her stomach, letting out sharp gasps as she took in what just happened. Her pussy was still spasming a bit from her previous orgasm. She could also feel streaks of Scott’s cum dripping from her folds. While Scott looked totally content, Emma was deeply conflicted.

_‘I can’t believe it. I climaxed. I did everything possible to hold back, but I couldn’t do it. I failed.’_

Emma kept panting softly as she opened her eyes and rolled over to see Scott lying comfortably in his own world. He looked completely relaxed. She could tell he was still reeling from the blissful sensations. They were sensations he deserved in every respect. It seemed to work just as she hoped, helping to ease his pain even if it was only temporary. What she didn’t expect was what she would end up feeling.

“Emma…thank you,” he said breathlessly.

“Don’t thank me, Scott…ever,” she said in a low tone.

It wasn’t even clear that he heard her. If the expression on his face was any indication, he was in no position to make sense of what just happened. Emma couldn’t help but envy him. If only she could lose herself in a daze like that. It would make everything a lot easier.

For a moment she wouldn’t even look at him, but she couldn’t remain silent. There were many burdens bearing down on her and she had to find some way to rid herself of this guilt.

“Scott?” said Emma, shifting slightly so she could look him in the eye again, “I know you’re tired and all, but I need to…”

However, she was forced to cut herself off. She quickly realized that Scott was not going to be able to listen. He had already fallen asleep. She could tell by the way his mind slowed down. He was already breathing deep and snoring lightly. It was probably the deepest sleep he had been in for some time now. He looked peaceful and content. Emma simply didn’t have the heart to wake him up.

“Figures,” she muttered to herself.

Rather than go over the many wry comments she had about men being so tired after sex, she helped make sure Scott was comfortable. She adjusted the pillows a bit and pulled the sheets up over his body so that he would be nice and warm.

Once he was nicely tucked in, Emma took a moment to admire his sleeping form. She found herself reaching out and caressing his handsome face. There was so much about this man that intrigued her. Now that she had gone so far as to have sex with him her intrigued turned into something so much stronger. He was a troubled man with a genuine heart. He could love and endure pain in so many ways, yet never lose touch with his humanity. There weren’t a lot of men in the world with that kind of strength. There were even fewer men that were so passionate in bed.

_‘Oh Scott…will you ever forgive me for what I’ve done? Will I ever be able to forgive myself for that matter? You’re such a wonderful man. You don’t deserve the pain I’ve cause you. I certainly didn’t deserve the pleasure you just gave me. Sooner or later, I’ll find Jean and your pain will end. It seems no matter what I do in the meantime, I’ll only be torturing myself with more guilt.’_

Emma’s thoughts were cold and bitter. She was tempted to just crawl under the sheets with him, curl up to his naked body, and fall asleep in his powerful arms. She needed that kind of comfort more than anything right now. But she couldn’t. She didn’t deserve it.

_‘I don’t deserve to be in your arms tonight, Scott. That honor is reserved for Jean. I’m sure when she comes back, you’ll hold her in a way that will make her feel like the luckiest woman in the world. Guess I’ll never know that feeling. If nothing else, I’ll know what I’m missing. It’ll only make me more of a fool…a fool for falling in love with a man I’ve hurt in the worst of ways.’_

Swallowing her pride and bitterness, Emma pulled herself away from the sleeping Scott Summers and curled up into a fetal position on the other side of the bed. Now far away from the warmth of Scott’s body and facing away from him, she hugged her naked form and closed her eyes in an effort to block everything out. She didn’t even pull the bed sheets up to cover herself. As far as she was concerned, she deserved to be cold and uncomfortable.

For a moment she contemplated getting dressed and leaving. But she was so tired and drained. She couldn’t bring herself to walk away from this man. Plus, walking away would be too easy for her. It was much more fitting that she stay through the night like this, dealing with these agonizing feelings while Scott rested comfortably. Even when she tried to rid herself of the guilt, she only made it worse.

As Emma Frost shivered in the crisp air of such a cold and complicated night, she eventually nodded off into a dark world of deep sleep. A lot had happened since she joined the X-men. There were still many challenges to come. Sooner or later, the truth would come out. She would find Jean and her secrets would be revealed for all to see. When that time came the question wasn’t whether or not she would be strong enough to make it through. The question would be whether or not she could exact the necessary penance for all her past misdeeds. She owed it to Scott. She owed it to Jean. She owed it to everyone in the X-men.

_‘I’m going to make this right, Scott…for you…for everybody. I promise. Even if I have to sacrifice my own life, I promise I will atone for what I’ve done. You have my word.’_

* * *

**The End**


End file.
